THG 10-K Annual Report Dec. 31, 2017 | Alphaminr
HANOVER INSURANCE GROUP, INC.
ALPHAMINR

THG 10-K Fiscal year ended Dec. 31, 2017

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HANOVER INSURANCE GROUP, INC.
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A RiItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 - Selected Financial DataItem 7 Management S Discussion and Analysis OItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial StatemenItem 9 Changes in and Disagreements with AccouItem 9A Controls and ProceduresItem 9b-otherPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

2.1 Stock Purchase Agreement, dated as of August22, 2005, between The Goldman Sachs Group, Inc., as Buyer, and the Registrant, as Seller (the schedules and exhibits have been omitted pursuant to Item601(b)(2) of Regulation S-K), previously filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the Commission on August24, 2005 and incorporated herein by reference. 2.2 Stock Purchase Agreement, dated as of July30, 2008, by and between the Registrant and Commonwealth Annuity and Life Insurance Company (the schedules and exhibits have been omitted pursuant to Item601(b)(2) of Regulation S-K), previously filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K filed with the Commission on August4, 2008 and incorporated herein by reference. 3.1 Certificate of Incorporation of the Registrant, previously filed as Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed with the Commission on March16, 2006 and incorporated herein by reference. 3.2 Amended By-Laws of the Registrant, previously filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K filed with the Commission on November21, 2006 and incorporated herein by reference. 4.1 Specimen Certificate of the Registrants Common Stock, previously filed as Exhibit 4 to the Registrants Annual Report on Form 10-K filed with the Commission on March16, 2006 and incorporated herein by reference. 4.3 Form of Global Debenture relating to the Registrants 7 5/8% Senior Debentures due 2025, previously filed as Exhibit 4.2 to the Registrants Annual Report on Form 10-K filed with the Commission on March16, 2006 and incorporated herein by reference. 4.5 First Supplemental Indenture, dated July30, 2009, amending the indenture dated February3, 1997 relating to the Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.5 to the Registrants Annual Report on Form 10-K filed with the Commission on March1, 2010 and incorporated herein by reference. 4.6 Form of Global Security representing $300,000,000 principal amount of Junior Subordinated Debentures of the Registrant, previously filed as Exhibit 4.6 to the Registrants Annual Report on Form 10-K filed with the Commission on March1, 2010 and incorporated herein by reference. 4.7 Indenture, dated January21, 2010, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-3 ASR (File No. 333-164446) filed with the Commission on January21, 2010 and incorporated herein by reference. 4.8 First Supplemental Indenture (to the Indenture dated January 21, 2010), dated February23, 2010, related to the Registrants 7.50% Notes due 2020, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Exhibit A thereto, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on February23, 2010 and incorporated herein by reference. 4.9 Second Supplemental Indenture (to the Indenture dated January 21, 2010), dated as of June17, 2011, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Exhibit A thereto, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on June17, 2011 and incorporated herein by reference. 4.10 Indenture, dated as of March 20, 2013, by and between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-3 (File No: 333-187373) filed with the Commission on March 20, 2013 and incorporated herein by reference. 4.11 First Supplemental Indenture (to the Indenture dated as of March 20, 2013), dated as of March 27, 2013, related to the 6.35% Subordinated Debentures due 2053, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on March 27, 2013 and incorporated herein by reference. 4.13 Base Indenture, dated as of April 8, 2016, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. 4.14 First Supplemental Indenture (to the Base Indenture dated as of April 8, 2016), as of April 8, 2016, between the Registrant, as issuer, and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. 4.15 Form of Security Certificate representing the 4.5% Notes due 2026, previously filed as Exhibit 4.3 to the Registrants Current Report on Form 8-K filed with the Commission on April 8, 2016 and incorporated herein by reference. +10.2 The Hanover Insurance Group Cash Balance Pension Plan, as amended, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November2, 2017 and incorporated herein by reference. +10.3 The Hanover Insurance Group Retirement Savings Plan, as amended. +10.4 The Hanover Insurance Group, Inc. Amended and Restated Non-Qualified Retirement Savings Plan, previously filed as Exhibit 10.30 to the Registrants Annual Report on Form 10-K filed with the Commission on February24, 2011 and incorporated herein by reference. +10.5 The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, as amended, previously filed as Annex I to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on March 29, 2012 and incorporated herein by reference. +10.6 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.33 to the Registrants Annual Report on Form 10-K filed with the Commission on February27, 2009 and incorporated herein by reference. +10.7 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November8, 2011 and incorporated herein by reference. +10.8 Amendment to Outstanding Stock Options Issued under the Registrants 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 8, 2011 and incorporated herein by reference. +10.9 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.38 to the Registrants Annual Report on Form 10-K filed with the Commission on February26, 2013 and incorporated herein by reference. +10.10 Amendment to outstanding Stock Options issued under The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan, previously filed as Exhibit 10.11 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.11 The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Annex I to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference. +10.12 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.14 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.19 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.15 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 4, 2016 and incorporated herein by reference. +10.16 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan. +10.17 Form of Non-Qualified Stock Option Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer. +10.18 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.19 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.21 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.20 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer, previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 4, 2016 and incorporated herein by reference. +10.21 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan. +10.22 Form of Performance-Based Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan for Chief Financial Officer. +10.23 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan, previously filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.24 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan. +10.25 Form of Restricted Stock Unit Agreement under The Hanover Insurance Group 2014 Long-Term Incentive Plan. +10.26 The Hanover Insurance Group, Inc. 2014 Executive Short-Term Incentive Compensation Plan, previously filed as Annex IV to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference. +10.27 The Hanover Insurance Group, Inc. Amended and Restated Employment Continuity Plan, previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August11, 2008 and incorporated herein by reference. +10.28 Form of Side Letter Agreement for New Participants in The Hanover Insurance Group Amended and Restated Employment Continuity Plan waiving right to IRC 280G Gross-Up Payments, previously filed as Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on July 29, 2016 and incorporated herein by reference. +10.29 Description of 2017 2018 Non-Employee Director Compensation, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 3, 2017 and incorporated herein by reference. +10.30 Description of 2016 2017 Non-Employee Director Compensation, previously filed as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on July 29, 2016 and incorporated herein by reference. +10.31 The Hanover Insurance Group, Inc. Non-Employee Director Deferral Plan, previously filed as Exhibit 10.28 to the Registrants Annual Report on Form 10-K filed with the Commission on February27, 2009 and incorporated herein by reference. +10.33 Offer Letter, dated September 21, 2016, by and between Jeffrey M. Farber and the Registrant, previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on September 23, 2016 and incorporated herein by reference. +10.34 IRC Section162(m) Deferral Letter for Certain Executive Officers of the Registrant, previously filed as Exhibit 10.34 to the Registrants Annual Report on Form 10-K filed with the Commission on February27, 2009 and incorporated herein by reference. +10.35 Chaucer Pension Scheme, as amended, previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 9, 2011 and incorporated herein by reference. +10.36 The Chaucer Share Incentive Plan, previously filed as Annex II to the Registrants Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2014 and incorporated herein by reference. +10.37 The Hanover Insurance Group Amended and Restated 2014 Employee Stock Purchase Plan, previously filed as Exhibit 10.3 to the Registrants Registration Statement on Form S-8 (File No. 333-196107) filed with the Commission on May 20, 2014 and incorporated herein by reference. +10.38 Form of Leadership Transition Severance Agreement, previously filed as Exhibit 10.40 to the Registrants Annual Report on Form 10-K filed with the Commission on February25, 2016 and incorporated herein by reference. +10.39 Offer Letter, dated May 17, 2017, by and between Bryan J. Salvatore and the Registrant. +10.40 Form of Leadership Severance Arrangement 10.41 Federal Home Loan Bank of Boston Agreement for Advances, Collateral Pledge, and Security Agreement, dated September11, 2009, previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November4, 2009 and incorporated herein by reference. 10.42 Form of Accident and Health Coinsurance Agreement between The Hanover Insurance Company, as Reinsurer, and First Allmerica Financial Life Insurance Company (the schedules and certain exhibits have been omitted pursuant to Item601(b)(2) of Regulation S-K), previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on August4, 2008 and incorporated herein by reference. 10.43 Credit Agreement, dated November12, 2013, among the Registrant, as Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and various other lender parties, previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on November 18, 2013 and incorporated herein by reference. 10.44 Standby Letter of Credit Facility Agreement, dated October15, 2015, among Chaucer Holdings Limited, Chaucer Corporate Capital (No. 3) Limited and the lenders party thereto from time to time, Lloyds Bank plc and ING Bank N.V., London Branch as mandated lead arrangers and Lloyds Bank plc as bookrunner, overdraft provider, facility agent of the other Finance Parties (as defined therein) and security agent to the Secured Parties (as defined therein), previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on October 20, 2015 and incorporated herein by reference. 10.45 Guaranty Agreement, dated October 15, 2015, among the Registrant and Lloyds Bank plc, as Facility Agent and Security Agent (each as defined therein), previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Commission on October 20, 2015 and incorporated herein by reference. 10.46 Amendment and Restatement Agreement with Amended and Restated Standby Letter of Credit Facility Agreement, dated October 27, 2017, among Chaucer Holdings Limited, Chaucer Corporate Capital (No. 3) Limited and the lenders party thereto from time to time, Lloyds Bank plc and ING Bank N.V., London Branch as mandated lead arrangers and Lloyds Bank plc as bookrunner, overdraft provider, and facility agent of the other Finance Parties (as defined therein) and security agent to the Secured Parties (as defined therein), previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 2, 2017 and incorporated herein by reference. 10.47 Amended and Restated Guaranty Agreement, dated October 27, 2017, among the Registrant and Lloyds Bank plc, as Facility Agent and Security Agent (each as defined therein), previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Commission on November 2, 2017 and incorporated herein by reference. 21 Subsidiaries of THG 23 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney 31.1 Certification of the Chief Executive Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.